HomeMy WebLinkAboutContracts & Agreements_189-2012_CCv0001-3.pdf GROVE LICENSE AGREEMENT
THIS GROVE LICENSE AGREEMENT("License')is made as of this 181h day
of September, 2012,between Howard Industrial Partners LLC, a California limited
liability company and its assigns ("Licensor") and the City of Redlands, a municipal
corporation("Licensee").
RECITALS
A. Licensor and Licensee are parties to that certain Conditional Property
Disposition Agreement dated as of October 18, 2011, as amended(the"Agreement"),
pursuant to which the Licensee agrees to convey to Licensor that certain real property
located in the City of Redlands, California, legally described on Exhibit A attached
hereto and incorporated herein by this reference(the"Pro pert '), on the terms and
conditions contained in the Agreement.
B. -Pursuant to the terms of the Agreement, Licensor and Licensee have
agreed to enter into this License to permit Licensee to continue to operate the Property as
an orange grove,on the terms and conditions contained herein.
AGREEMENT
In consideration of the above and the mutual covenants and agreements herein,
the parties agree as follows:
1. Grant of License. Licensor hereby grants to Licensee a nonexclusive,
temporary license to use the Property for the purpose of operating the existing orange
groves thereon,in the same manner and using the existing improvements, including but
not limited to Licensee's right to irrigate the groves and to harvest the oranges from the
Property.
2. Use by Licensor. Licensor reserves the right to use, or grant any other
party the right to use, the Property for any purpose whatsoever, provided the same does
not materially interfere with or prohibit Licensee's use of the Property for the purposes
herein granted.
3. Covenants of Licensee. Licensee covenants that(a) when all or any part
of the Property or any other property owned by Licensor shall be disturbed or altered in
any way by Licensee(or Licensee's agents, contractors, direct and indirect employees, or
others for whose acts any of them may be liable [collectively, "Representatives"])in
connection with the exercise of its rights hereunder, Licensee, at its sole expense, shall
promptly restore the Property and other Licensor property to as good a condition or better
as existed immediately prior to any disturbance or alteration, (b) it shall maintain the
Property and all improvements thereon(including, without limitation, fences) in a safe,
neat, operational and clean condition and shall minimize any interference with Licensor's
operations thereon, (c) it shall at all times comply with applicable laws,rules,regulations,
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ordinances and rulings in connection with its use and operations on the Property, and(d)
all costs,expenses and liabilities in connection with the operation of the grove on the
Property shall be home solely by Licensee. Licensee shall indemnify, defend and hold
harmless Licensor, its parent and subsidiary companies, and all of their officers, directors,
trustees,partners,managers, shareholders, employees, agents, successors and assigns
(collectively,"Indemnified Parties") from all losses, costs, damages, claims, liabilities or
expenses(including attorneys' fees) directly or indirectly suffered or incurred by or
asserted against any of the Indemnified Parties by reason of, on account of or in any way
relating to, Licensee's or its Representatives' use and enjoyment of the Property.
Licensee hereby acknowledges and agrees that the Indemnified Parties shall not be liable
to Licensee or any of Licensee's Representatives for any injury, loss, damage, liability,
claim, cause of action or expense incurred or suffered by any of them, directly or
indirectly arising out of or in any way relating to entry upon the Property and/or the
performance thereon of the work contemplated under this License by Licensee or any of
Licensee's Representatives from any cause whatsoever, except to the extent caused by
the negligence or willful misconduct of an Indemnified Party. Licensee acknowledges
that Licensor does not currently occupy the Property, and makes no express or implied
representation or warranty concerning subsurface or latent conditions at the Property.
4 Hazardous Materials Handling. Nothing in this Agreement shall give
Licensee the right to use the Property to treat, store or dispose of any materials or wastes,
including but not limited to hazardous wastes. Licensee is, and at all times shall identify
itself as, the generator of any wastes or hazardous wastes resulting from Licensee's
activities under this License. Licensee shall be responsible for the proper
characterization of any such wastes as hazardous or non-hazardous and their proper
management. All documentation for transportation or disposal of such wastes and
hazardous wastes from the Property shall be prepared and executed in Licensee's name
only and Licensor shall have no responsibility or liability therefore.
5. Insurance. Licensee and its Representatives shall, at their sole cost and
expense,maintain,during the term of this Agreement, the following policies of insurance,
with deductibles/self-insured retentions, with carriers that maintain a Rating of no less
than A- from A.M. Best, and, except with respect to the coverage in sub-paragraph (i)
below, naming Licensor as an additional insured on a primary non-contributing basis.
Licensee shall furnish Licensor with certificate(s) evidencing such insurance prior to the
commencement of any activities upon the Property:
(i) Worker's Compensation Insurance with limits as required by applicable
law, and covering all persons employed in the conduct of the activities to be
undertaken under this Agreement;
(ii) Commercial General Liability Insurance on an "occurrence" basis,
covering all operations of Licensee as named insured, including, without
limitation, (1) property damage liability, and (2) contractual liability (which
includes coverage for the indemnity and hold harmless agreement set forth in
this License), against claims for bodily injury, property damage and death, and
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with a combined single limit of not less than Two Million Dollars ($2,000,000)
per occurrence, and Five Million Dollars ($5,000,000) in the aggregate;
(iii) Comprehensive Automobile Liability Insurance on an "occurrence" basis,
with a combined single limit of not less than Two Million Dollars ($2,000,000)
per occurrence against bodily injury and property damage liability arising out
of the use by or on behalf of Licensee or its Representatives, of any owned,
non-owned or hired motor vehicle or automotive equipment. Such
comprehensive automobile liability insurance shall include contractual liability
coverage unless such coverage is included in the Commercial General Liability
Insurance;
(iv) Contractors' Pollution Liability for any contractors performing any
environmental work on the Property in an amount of not less than Two Million
Dollars ($2,000,000) per occurrence/incident/claim covering losses caused by
pollution conditions that arise from the operations of such contractor on or about
the Property, including bodily injury, sickness, disease, mental anguish or shock
sustained by any person, including death, property damage including physical
injury to or destruction of tangible property including resulting loss of use, clean
up costs, and the loss of use of tangible property that has not been physically
injured or destroyed and defense including costs, charges and expenses incurred
in the investigation, adjustment or defense of claims for such compensatory
damages.
Such certificates must be provided to Licensor prior to any entry onto the Property by
Licensee.
6. Governing,Law. This License shall be construed and enforced in
accordance with the laws of the State of California.
7. Severability. All terms and conditions of this License will be deemed
severable. Should any one or more of the terms and conditions hereof be deemed void or
unenforceable,then (a) the remaining provisions will have full force and effect, and (b)
those provisions deemed void or unenforceable will be interpreted, to the extent possible,
so as to render such provisions enforceable and in a way consistent with the original
intent of the parties hereto.
S. Counterparts. This License may be executed in two or more counterparts,
each of which shall be deemed an original, and all of which together shall constitute one
and the same instrument.
9. Term. This License shall terminate on the first to occur of the following:
(a) Licensor giving Licensee 60 days' advance written notice of Licensor's intent that the
Commencement of Construction(as defined in the Agreement) shall begin within the
following six(6)months; or(b) Licensor giving Licensee 60 days' advance written
notice of Licensor's intent to terminate, which it may give in its sole and absolute
discretion; or(c) Licensor giving Licensee 15 days' advance written notice following a
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default of Licensee, which default remains uncured within such 15 day period. Licensor
may terminate pursuant to Section 9(a) or Section 2(12)at any time without regard to the
status of the grove operations, for example, even in the event such termination occurs
immediately preceding the grove's harvest time.
10. Default. If either party fails to perform as required hereunder and is given
written notice of default, and if the defaulting party fails to correct the default within
fifteen(15)days after such notice, or if in the case of a default involving potential danger
to personal health or safety, the defaulting party fails to correct the default within one(1)
day after that notice, then the nondefaulting party, at its election and in its sole discretion,
may cure the default for and on behalf of the nondefaulting party, and any amounts which
the non-defaulting party may expend for that purpose or which otherwise may be due by
the defaulting party to the nondefaulting party shall be due on demand together with
interest thereon at a rate which is the greater of 15%per annum or the maximum rate
permissible by law, from the date of expenditure to the date when full payment is made
by the defaulting party.
11. Remedies. In the event of a breach or threatened breach of any term,
covenant or condition of this License, the nonbreaching party shall have,in addition to all
other legal and equitable remedies available,the right to enforce the provisions hereof by
injunctive relief or otherwise, without the necessity of proof of actual damage or
inadequacy of any legal remedy. If any legal action or other proceeding is brought to
enforce this License, or because of an alleged dispute,breach, or default in connection
with any of the provisions of this License, the successful or prevailing party will be
entitled to recover reasonable attorney fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.
12. Liens. Licensee shall keep the Property, and any part thereof, free and
clear of all mechanics',materialmens', Licensees', or subcontractors' liens arising from
the Licensee's activities on the Property. In the event any such liens shall be filed against
the Property, Licensor shall provide prompt written notice of same to Licensee and
Licensee shall cause the same to be paid, discharged, released and satisfied and/or
removed of record by bonding or otherwise within ten(10)business days following
Licensee's receipt of Licensor's written notice of same. If Licensee fails to cause any
such liens to be removed of record within the foregoing time period, then Licensor may
do so and Licensee shall reimburse Licensor for the costs it incurs in connection with
such removal within ten(10)days following Licensor's written demand.
13. Notices. If any notice required or desired to be given to either party
hereunder shall be deemed given: (a)when delivered personally to that party, or(b)one
(1)day after deposit with a nationally recognized overnight courier service, or(c)three
(3)days after deposit in the United States mail, as certified mail, return receipt requested,
postage prepaid. Notices delivered pursuant to subsections (b) or(c)hereof shall be
delivered to the following addresses, all of which information shall be deemed current
unless notice is given to the other party of a change hereto pursuant to the notice
requirements herein:
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If to Licensor: Howard Industrial Partners
Timothy J. Howard, Owner
155 N. Riverview Drive
Anaheim Hills, California 92808
If to Licensee: City of Redlands
City Clerk
35 Cajon Street, Suite 4
P.O. Box 3005 (mailing)
Redlands, California 92373
14. Successors and Assigns. The rights and obligations of Licensor and
Licensee hereunder will be binding upon and will inure to the benefit of the parties hereto
and their respective successors and assigns. Provided,however, that the rights herein
granted are personal to Licensee and may not be assigned, directly or indirectly,partially
or wholly,to any other party.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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THIS LICENSE has been executed by the Licensor and the Licensee as of the
date and year first set forth above.
LICENSOR
HOWARD INDUSTRIAL PARTNERS
LLC, a California limited liability company
By:
Timopaward,Owner
y"
LICENSEE
THE CITY OF REDLANDS
By:
Pete Aguilar, Mayor
ATTEST:
By:
Sam Irwi4,-tity!`CIerk
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EXHIBIT A
Property Legal Description
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EXHIBIT 'A'
File No.: NCS-499611-ONT1 (jd)
Property: +j-37.18 Acres,APN# 0292-044-09;10;1 land;12, Redlands,CA 92374
PARCEL A:
LOTS 1 AND 4, GREGORY TRACT NO. 1, IN THE CITY OF REDLANDS, COUNTY OF SAN
BERNARDINO, STATE OF CALIFORNIA,AS PER PLAT RECORDED IN BOOK 19 OF MAPS,
PAGE 94, RECORDS OF SAID COUNTY.
TOGETHER WITH THAT PORTION OF PALMETTO AVENUE VACATED BY RESOLUTION NO.
7145 RECORDED JUNE 4, 2012 AS INSTRUMENT NO. 2012-0218943 OF OFFICIAL
RECORDS DESCRIBED IN EXHIBIT"A", BOUNDED ON THE EAST BY THE EASTERLY LINE
OF SAID LOT 4 PROJECTED SOUTHERLY.
APN: 0292-044-09-0-000 AND 0292-044-10-0-000
PARCEL B:
LOT 7 OF GREGORY TRACT NO. 1, IN THE CITY OF REDLANDS,COUNTY OF SAN
BERNARDINO,STATE OF CALIFORNIA, RECORDED IN BOOK 19, PAGE 94 OF MAPS IN
THE OFFICE OF THE COUNTY RECORDER, COUNTY OF SAN BEMARDINO,STATE OF
CALIFORNIA.
EXCEPTING THAT PORTION OF LOT 7 OF SAID GREGORY TRACT NO. 1 DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF LOT 7 OF SAID GREGORY TRACT NO. 1
AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 68, PAGE 23 RECORDS OF
SURVEY IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA,THENCE; S89027'57"E 320 FEET, MORE OR LESS,ALONG THE
NORTH LINE OF SAID LOT 7,TO A POINT ON A LINE THAT IS PARALLEL WITH AND 320
FEET EAST OF THE WEST LINE OF SAID LOT 7, SAID POINT BEING THE TRUE POINT OF
BEGINNING,THENCE; S00°38'21"W 30.07 FEET, MORE OR LESS, PARALLEL WITH AND
320 FEET EAST OF SAID WEST LINE OF LOT 7,TO A POINT ON A LINE THAT IS PARALLEL
WITH AND 600.00 FEET NORTH OF THE SOUTH LINE OF SAID LOT 7,THENCE;
S89027'49"E 340.66 FEET, MORE OR LESS, PARALLEL WITH AND 600.00 FEET NORTH OF
SAID SOUTH LINE OF LOT 7,TO THE EAST LINE OF SAID LOT 7,THENCE; N00°3638" E
30.08 FEET, MORE OR LESS,ALONG THE EAST LINE OF SAID LOT 7, TO THE NORTHEAST
CORNER OF SAID LOT 7,THENCE; N89027'57"W 340.65 FEET,ALONG THE NORTH LINE
OF SAID LOT 7,TO THE POINT OF BEGINNING.
SAID PROPERTY BEING DESCRIBED AS PROPOSED PARCEL 1 IN A CERTIFICATE OF
COMPLIANCE RECORDED JUNE 4, 2012 AS INSTRUMENT NO. 2012-0218944 OF
OFFICIAL RECORDS OF SAID SAN BERNARDINO COUNTY.
TOGETHER WITH THAT PORTION OF PALMETTO AVENUE VACATED BY RESOLUTION NO.
7145 RECORDED JUNE 4, 2012 AS INSTRUMENT NO. 2012-0218943 OF OFFICIAL
RECORDS DESCRIBED IN EXHIBIT"A", BOUNDED BY THE WESTERLY AND EASTERLY
LINES OF SAID LOT 7 PROJECTED SOUTHERLY.
NCS-499611-ONTI 1 of 2
First American Title Insurance Company National Commercial File No.: NCS-499611-ONTI (jd)
Services
Date: September 19, 2012
APN: A PORTION OF 0292-044-11-0-000
PARCEL C:
LOT 10 OF GREGORY TRACT NO. 1, IN THE CITY OF REDLANDS, COUNTY OF SAN
BERNARDINO, STATE OF CALIFORNIA, RECORDED IN BOOK 19, PAGE 94 OF MAPS IN
THE OFFICE OF THE COUNTY RECORDER, COUNTY OF SAN BEMARDINO,STATE OF
CALIFORNIA.
EXCEPTING THAT PORTION OF LOT 10 OF SAID GREGORY TRACT NO. 1 DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF LOT 10 OF SAID GREGORY TRACT NO. 1
AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 68, PAGE 23 RECORDS OF
SURVEY IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA,THENCE; N89027'57"W 300 FEET, MORE OR LESS,ALONG THE
NORTH LINE OF SAID LOT 10,TO A POINT ON A LINE THAT IS PARALLEL WITH AND 300
FEET WEST OF THE EAST LINE OF SAID LOT 10, SAID POINT BEING THE TRUE POINT OF
BEGINNING,THENCE; S00134'55"W 30.10 FEET, MORE OR LESS, PARALLEL WITH AND
300 FEET WEST OF SAID EAST LINE OF LOT 10,TO A POINT ON A LINE THAT IS
PARALLEL WITH AND 600.00 FEET NORTH OF THE SOUTH LINE OF SAID LOT 10,
THENCE; N89°2749"W 330.67 FEET, MORE OR LESS, PARALLEL WITH AND 600.00 FEET
NORTH OF SAID SOUTH LINE OF LOT 10,TO THE WEST LINE OF SAID LOT 10,THENCE;
N00036'38"E 30.08 FEET, MORE OR LESS,ALONG THE WEST LINE OF SAID LOT 10,TO
THE NORTHWEST CORNER OF SAID LOT 10,THENCE; S89027'57"E 330.65 FEET,ALONG
THE NORTH LINE OF SAID LOT 10,TO THE POINT OF BEGINNING.
SAID PROPERTY BEING DESCRIBED AS PROPOSED PARCEL 3 IN A CERTIFICATE OF
COMPLIANCE RECORDED JUNE 4, 2012 AS INSTRUMENT NO. 2012-0218944 OF
OFFICIAL RECORDS OF SAID SAN BERNARDINO COUNTY.
TOGETHER WITH THAT PORTION OF PALMETTO AVENUE VACATED BY RESOLUTION NO.
7145 RECORDED JUNE 4, 2012 AS INSTRUMENT NO. 2012-0218943 OF OFFICIAL
RECORDS DESCRIBED IN EXHIBIT"A", BOUNDED ON THE WEST BY THE WESTERLY
LINE OF SAID LOT 10 PROJECTED SOUTHERLY.
A.P.N. A PORTION OF 0292-044-12-0-000
NCS-799611-ONT1 2 of 2